DIRECTORS' REPORT

Company focuses on the discovery and clinical development
of innovative medicines that address unmet medical needs in
central nervous system (CNS) disorders. We have portfolio of
advanced stage clinical candidates and research programs that
are designed for CNS disorders such as Alzheimer's disease (AD),
Sleep disorders, Major depressive disorders (MDD), Parkinson's
disease (PD), Schizophrenia, Pain disorders, and Gastrointestinal
disorders. Suven has 5 clinical-stage assets across focus areas:
Masupirdine (SUVN-502) for the treatment of agitation in
patients with dementia of the Alzheimer's type (Phase 3 study
reaching 76% of patient enrollment); Samelisant (SUVN-G3031)
for excessive daytime sleepiness (EDS) in narcolepsy (After
successful completion of Phase 2 study for EDS, initiated Phase
3 study for EDS with and without Cataplexy); Ropanicant
(SUVN-911) for MDD (After successful Phase 2a Open Label
study, the Placebo-controlled Phase 2b study was completed
and expecting for final outcome); Usmarapride (SUVN-D4010)
for cognitive disorders (Phase 2 study in planning), SUVN-I6107
for cognitive disorders (Phase 1 study completed and planning
for next phase). In addition to these clinical assets, we have
8 projects in research pipeline across multiple potential
indications. Suven owns all intellectual property rights for its
assets in all major markets.

During the year under review, your company has spent C2,797.24
Lakhs (standalone basis) on Research & Development of drug
discovery molecules and will continue to spend in the years to
come. Your Company reported a loss of C(5,486.28) Lakhs for
the financial year 2025-26. The Earnings per Share (EPS) of your
Company is C(2.41) per share in fiscal 2025-26 from the previous
year EPS of C(2.16) per share in fiscal 2024-25. Your Company's
standalone revenue from operations for the Financial Year
2025-26 is C711.47 Lakhs. The consolidated revenue from
operations for the Financial Year 2025-26 remained the same
as that of standalone revenue. The consolidated loss incurred
C(27,634.41) Lakhs are mainly due to clinical development
expenditure incurred by Suven Neurosciences, Inc., on various
molecules in the clinical development programs.

The consolidated financial statements of the Company prepared
in accordance with Indian Accounting Standards as specified in
the Companies (Indian Accounting Standards) Rules, 2015, form
part of the Annual Report.

Research and Development

During the year, your company has spent C24,818.81 Lakhs
(consolidated basis) on innovative R&D in CNS therapies.
Suven has 5 clinical stage compounds, ongoing phase 3 study
on Masupirdine (SUVN-502) on Agitation in Alzheimer's type
patients, completed Phase 2 study and initiated Phase 3 study
on Samelisant (SUVN-G3031) on Narcolepsy (excessive day
time sleep disorder with and without cataplexy), completed

Phase 2 study on Ropanicant (SUVN-911 and waiting for
results), ready for phase 2 study on Usmarapride (SUVN-D4010)
and SUVN-I6107 (completed phase 1 study and planning for
next phase).

In addition to these clinical assets, we have 8 projects in research
pipeline across multiple potential indications.

The Company also regularly secures various product patents
across the world as part of Research & Development of the
Company to secure its discovery related innovation. The details
on patent updates could be accessed at Company's website
http://www.suven.com/Patentupdates.aspx.

Dividend

In view of the losses, the Board of Directors has not recommended
any dividend for the year under review.

Transfer to Reserves

The Company has not transferred any amount to the general
reserve during the current financial year.

Preferential Issue

Pursuant to the approval of the Board of Directors at its meeting
held on May 13, 2025, and the approval of the members of the
Company at the Extra-Ordinary General Meeting ('EGM') held
on June 05, 2025, the Company allotted 6,40,02,999 warrants
on July 03, 2025, on a preferential basis, to a promoter group
entity and certain identified non-promoter persons/entities at
an issue price of C134/- per warrant. Each warrant is convertible
into one fully paid-up equity share of C1/- each of the Company.
The allotment was made upon receipt of 25% of the issue price
(i.e., C33.50 per warrant) as warrant subscription money, in
accordance with the provisions of Chapter V of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018.
The balance 75% of the issue price (i.e., C100.50 per warrant) is
payable at any time within 18 months from the date of allotment
of warrants.

As on the date of this Report, the Company has allotted
4,54,32,866 fully paid-up equity shares pursuant to the
conversion of an equal number of warrants in accordance with
the terms of the offer letter issued to the allottees pursuant to
the preferential issue. The details of the allotments are provided
in the table below:

The details of utilisation of funds so received under the
Preferential Issue is given hereunder:-

* Out of the issue proceeds of C85,764.02 lakhs, C9,331.50 lakhs are yet
to be received from some of the warrant holders.

The Board of Directors confirms that there has been no deviation
or variation in the utilisation of proceeds raised by the Company
from the objects stated in the relevant offer document (Private
Placement Offer cum Application Letter dated June 20, 2025)/
explanatory statement to the EGM Notice dated May 13, 2025.

Share Capital

During the year under review, the members of the Company
at their Extra-Ordinary General Meeting held on June 05,
2025 approved the increase in Authorised Share Capital from
C30,00,00,000/- (Rupees Thirty Crore) divided into 30,00,00,000
(Thirty Crore) Equity Shares of C1/- (Rupees One) each to
C50,00,00,000/- (Rupees Fifty Crore) divided into 50,00,00,000
(Fifty Crore) Equity Shares of C1/- (Rupees Ten) each.

During the year under review, the Company has allotted
4,54,32,866 equity shares of C1/- each upon the conversion of
warrants issued on preferential basis. Further, the Company
allotted 2,14,000 equity shares of C1/- each pursuant to exercise
of vested stock options under the Suven Life Employee Stock
Option Scheme 2020 by eligible employees of the Company.

As a result, the paid-up equity shares capital of the Company
as on March 31,2026 stands increased from C2180.74 Lakhs to
C2637.21 lakhs.

Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3)
of Section 92 of the Companies Act 2013, read with Rule 12 of
the Companies (Management and Administration) Rules, 2014
the Annual Return as at March 31, 2026 can be accessed at
Company's website http://www.suven.com/annualreports.aspx

Number of Meetings of the Board and Audit Committee

During the year under review, Seven Board Meetings were
convened and held and Four Audit Committee Meetings
were convened and held. The details of Board meetings and
Audit Committee meetings are presented in the Corporate
Governance report, which forms part of this Annual Report.

The Audit Committee composed of all independent directors.
Shri Santanu Mukherjee is the Chairperson of the Audit
Committee and Dr. Vajja Sambasiva Rao, Smt. J.A.S. Padmaja
are members of the Audit Committee. The time gap between

the said meetings was within the period prescribed under
the provisions of the Companies Act, 2013 and the SEBI
guidelines thereof.

Directors Responsibility Statement

Your Directors state that:

(a) The applicable accounting standards have been followed
in the preparation of the Annual Accounts.

(b) Such accounting policies have been selected and applied
consistently and judgments and estimates made when
required that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for that period.

(c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the Annual Accounts on a
going concern basis.

(e) Proper internal financial controls were in place to be
followed by the Company and that the financial controls
were adequate and were operating effectively.

(f) Proper systems devised to ensure compliance with the
provisions of all applicable laws and that such systems are
adequate and operating effectively.

Policy on Nomination & Remuneration

The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration, specifying criteria for
evaluation of performance and process. The Remuneration
Policy is stated in the Corporate Governance Report and
also available at Company website http://www.suven.com/
policiesdocuments.aspx.

Dividend Distribution Policy

The Board has adopted a suitable Policy for Dividend Distribution
as per the requirements of SEBI Guidelines. The policy is stated
in the Annual Report and has been uploaded on the Company's
website and can be accessed at http://www.suven.com/
policiesdocuments.aspx.

Particulars of Loans, Guarantees or Investments

Details of investments made are furnished in the Standalone
Financial Statement which can be referred at Note No. 6 of the
Standalone Financial Statement.

The Company did not give any Loans, or provided Guarantees
or any security during the year under the provisions of Section
186 of the Companies Act, 2013.

Subsidiary companies

Your Company has one international wholly owned subsidiary
company i.e. Suven Neurosciences, Inc. The consolidated
financial statements of the Company are prepared in accordance
with Indian Accounting Standards as specified in the Companies
(Indian Accounting Standards) Rules, 2015, form part of the
annual report.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013, a statement containing salient features of financial
statements of subsidiary in Form No. AOC-1 is attached to the
financial statements of the Company. Further, pursuant to
the provisions of Section 136 of the Act, the separate audited
financial statements in respect of the subsidiary company shall
be kept open for inspection at the Registered Office of the
Company during working hours for a period of 21 days before
the date of the Annual General Meeting. Your Company will
also make available these documents upon request by any
Member of the Company interested in obtaining the same or it
can be also accessed on the website of your Company at http://
www.suven.com/subsidiaryaccounts.aspx.

Related Party Transactions

The Particulars of contracts or arrangements with related parties
referred to in sub-section (1) of section 188 in the prescribed
Form AOC-2 pursuant to clause (h) of sub-section (3) of section
134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014, forms part of this report as "Annexure - A".

The Board has approved a policy for related party transactions
which has been uploaded on the Company's website. http://
www.suven.com/policiesdocuments.aspx

Material Changes and Commitments Affecting
Financial Position of the Company

There have been no material changes and commitments
affecting the financial position of the Company between the
end of the financial year of the Company and date of this Report
i.e. 13^th May, 2026. There has been no change in the nature of
business of the Company.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption, foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of the Companies (Accounts) Rules, 2014, forms part of
this report as "Annexure - B".

Risk Management Policy

Business risks are inevitable for any business enterprise.
Suven is an IP creating and protecting company, strictly adheres
to and harmonise with the global patent regime. The Company
through its Risk Management policy identifies the various
risks and challenges, internally as well as externally and takes
appropriate measures with timely actions to mitigate risk.
Risk management committee oversee and advise on current risk
exposures of the company and future risk strategies and also
recommend the Board about risk assessment and minimisation
procedures. The risk management procedure is reviewed
by the Risk Management Committee and Board of Directors
periodically. Risk Management committee also reviewed the
Enterprise Risk Management Framework of the Company
which is developed based on the Risk Management policy of
the Company. The audit committee has additional oversight in
the area of financial risks and controls. To ensure the mitigation
of risk the Company manages monitors and reports on the
principal risks and uncertainties that can impact its ability to
achieve its strategic objectives.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules 2014, the Company has established Corporate Social
Responsibility (CSR) Committee composed of Dr. Vajja Sambasiva
Rao as Chairperson, Prof. Seyed E. Hasnain, Shri Venkateswarlu
Jasti and Smt. J.A.S. Padmaja as members.

The Company continues to incur losses and not made any
profits during three immediately preceding financial years.
Therefore, there is no spending obligation of the Company
under CSR. Accordingly, the Statement on CSR activities is not
applicable. However, the CSR Committee reviewed the other
compliance requirements viz. formulating & monitoring the
CSR policy, etc. in accordance with the provisions of the law.
CSR policy of the Company can be accessed on the Company's
website at the link:

http://www.suven.com/corporatesocialresponsibility.aspx

Directors and Key Managerial Personnel

During the year under review, the shareholders of the Company
at the Extra-ordinary General Meeting held on 05^th June, 2025,
approved the re-appointment of Smt. Sudharani Jasti (DIN:
00277998) as a Whole-time Director and KMP of the Company for
a further period of five years commencing from 01^st November,
2025 to 31^st October, 2030, whose office shall be liable to retire
by rotation.

In the opinion of the Board, all the Independent Directors
possess the integrity, expertise and experience including
the proficiency required to be Independent Directors of the
Company, fulfill the conditions of independence as specified

in the Act and the Listing Regulations and are independent
of the management and have also complied with the Code
for Independent Directors as prescribed in Schedule IV of the
Companies Act, 2013.

Changes in Key Managerial Personnel (KMP)

During the year under review, Mr. Shrenik Soni has resigned
from his position of Company Secretary and Compliance
Officer with effect from end of working hours of January 30,
2026. The Board of Directors in its meeting held on 29^th January,
2026 had on the basis of recommendations of Nomination and
Remuneration Committee, appointed Ms. K. Sangeetha Laxmi
(M. No. A40736) as Company Secretary and Compliance Officer
w.e.f. 02^nd February, 2026.

Except as stated above, the Company did not appoint any
Director or Key Managerial Personnel during the year under
review. None of the Director or other Key Managerial Personnel
has resigned during the year under review.

Declaration by Independent Directors:

All independent directors of the Company have given
declarations under Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI LODR Regulations and also affirmed
compliance with Code of conduct as required under Regulation
26(3) of the SEBI LODR Regulations.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act,
2013, Prof. Seyed E. Hasnain, Non-Executive Director (DIN:
02205199) of the Company retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.

The brief profile(s) of the director(s) seeking appointment/
re-appointment at the ensuing Annual General Meeting are
presented in the Annual Report.

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and as
per the SEBI (LODR) Regulations, 2015, the Board has carried out
an annual performance evaluation of its own performance, the
directors individually as well as the evaluation of the working of
its committees. The Independent Directors separately carried
out evaluation of Chairperson, Non-Independent Directors and
Board as a whole. The performance of each Committee was
evaluated by the Board, based on views received from respective
Committee Members. The overall performance evaluation of
the Individual Director was reviewed by the Chairperson of
the Board and feedback was given to Directors. The manner in
which the evaluation has been carried out has been explained
in the Corporate Governance Report.

Deposits

During FY 2025-26, the Company has not accepted any fixed
deposits, and, as such, no amount on account of principal or
interest on deposits was outstanding as on the date of the
balance sheet.

Internal Financial Control Systems and their Adequacy

The Company has a comprehensive system of Internal Controls
for effective conduct of business and ensure reliability of
financial reporting. Your Company has laid down set of
standards which enables to implement internal financial control
across the organisation and ensure that the same are adequate
and operating effectively (1) to provide reasonable assurances
that: transactions are executed in conformity with generally
accepted accounting principles/standards or any other criteria
applicable to such statements, (2) to maintain accountability
for assets; access to assets is permitted only in accordance
with management's general or specific authorisation and the
maintenance of records that are in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets
of the company; and (3) Provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use
or disposition of the assets that could have a material effect on
the financial statements. The Audit Committee of the Board
reviews reports submitted by the independent internal auditors
and monitors the functioning of the system.

Vigil Mechanism

The Company promotes ethical behavior in all its business
activities. Towards this, the Company has adopted a policy on
Vigil Mechanism and Whistle Blower to deal with instance of
fraud and mismanagement, if any. The details of the Whistle
Blower Policy is explained in the Corporate Governance Report
and also posted on the website of the Company
http://www.suven.com/policiesdocuments.aspx

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this report
as "Annexure - C".

Corporate Governance

A detailed Report on Corporate Governance prepared in
substantial compliance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
together with the Certificate issued by Practicing Company
Secretary regarding the compliance of conditions of corporate
governance, is presented in a separate section forming part of
this Annual Report.

Management's Discussion and Analysis

Management's Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 of the SEBI
(LODR) Regulations, 2015, is presented in a separate section
forming part of this Annual Report.

AUDITORS
Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act,
2013 and the Rules framed thereunder the Company in its Annual
General Meeting (AGM) held on 04^th August 2022 has appointed
M/s. KARVY & Co., Chartered Accountants (Firm Registration No.
001757S), as statutory auditors of the Company for a period of
five years i.e. from the conclusion of the 33^rd Annual General
Meeting till the conclusion of the 38^th Annual General Meeting
to be held in the year 2027. The Report of the Statutory Auditors
does not contain any qualifications, reservation or adverse
remark except one comment on audit trail.

The Board notes the auditors' comment regarding the absence
of an audit trail feature for Property, Plant and Equipment
records. This was due to the relocation of lab operations and the
ongoing migration to an upgraded record management system
during the year. The Company has initiated necessary steps to
implement a system-enabled audit trail to ensure compliant and
robust record-keeping going forward.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, and Regulation 24A of
SEBI (LODR) Regulations, 2015, M/s. DVM & Associates LLP,
(Firm Registration No. L2017KR002100) Company Secretaries,
was appointed as the Secretarial Auditors of the Company, for
a term of 5 (five) years commencing from Financial Year 2025-26
to 2029-30, at the 36^th AGM held on 22^nd August, 2025.

The Secretarial Audit Report for the financial year ended
March 31, 2026 forms part of this report as "Annexure - D".
The Secretarial Audit Report does not contain any qualifications,
reservation or adverse remark except one comment on
Regulation 19 of the SEBI LODR Regulations.

The Board notes the auditors' comment on the penalty levied by
the Stock Exchanges for prior period for non-compliance under
Regulation 19 of the SEBI (LODR) Regulations. Based on the
Company's detailed representations, BSE has granted a waiver,
while the application with NSE is under consideration. The Board
confirms that necessary corrective measures have since been
implemented to ensure continued compliance.

Cost records & Audit

During the year under review in terms of Cost (Records and
Audit) Amendment Rules, 2014 dated 31^st December 2014

issued by the Central Government, the requirement of Cost
Audit is not applicable to the Company.

The Company is maintaining such accounts and record as
specified by the Central Government and as applicable to the
Company under sub-section (1) of section 148 of the Companies
Act, 2013.

Employees Stock Option Scheme

The Company granted share-based benefits to eligible
employees with a view to attracting and retaining the best talent,
encouraging employees to align individual performances with
Company objectives, and promoting increased participation by
them in future growth of the Company.

Suven Life Employee Stock Option Scheme 2020
("SLSL ESOP 2020")

On September 17, 2020, pursuant to approval by the
shareholders in the AGM, the Board has been authorised to
introduce, offer, issue and provide share-based incentives to
eligible employees of the Company and its subsidiaries under
the SLSL ESOP 2020 scheme. In terms of the scheme the total
number of options to be granted are 10,00,000 of face value of
C1/- each.

The Nomination and Remuneration Committee (NRC) has
granted 345000 options under the SLSL ESOP 2020 scheme
during the year ended 31^st March, 2026. The granted options
shall vest in tranches as decided by the NRC. Further, the total
number of equity shares to be allotted to the employees of the
Company and its subsidiaries under the SLSL ESOP 2020 does
not cumulatively exceed 1% of the issued capital.

The SLSL ESOP 2020 is in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, as
amended and there has been no material change to the plan/
scheme during the fiscal. Employee Compensation Expenses
(Share based payment expenses) for the year ended March 31,
2026, is C178.69 Lakhs, as given in Note No. 18 of standalone &
consolidated financial statements.

The details of Employees Stock Option Scheme pursuant
to Rule 12(9) of Companies (Share Capital and Debentures)
Rules, 2014 are provided as "Annexure - E" to this Report.
Further, information pursuant to Section 62 of the Companies
Act, 2013 read with Rules made thereunder and details of the
Scheme as specified in Part F of Schedule - I of SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
are available on Company's website and may be accessed at
www.suven.com.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report as
required under the SEBI Listing Regulations, describing the

initiatives taken by the Company from environment, social
and governance perspective, forms part of this report as
"Annexure - F".

Transfer of Unpaid & Unclaimed Dividend and
underlying equity shares to Investor Education and
Protection Fund (IEPF)

In accordance with the applicable provisions of the Companies
Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
during the year under review, no equity shares were required
to be transferred to the Investor Education and Protection
Fund (IEPF) Authority, as there were no shares in respect of
which dividends had remained unpaid or unclaimed for seven
consecutive years from financial year 2018-2019 onwards.

Disclosure in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee as specified
under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Your Directors further state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Statement w.r.t. compliance with the provisions
relating to Maternity Benefits Act, 1961

Your Company is committed to ensuring a safe, supportive,
and inclusive workplace for all women employees. All eligible
women employees have been extended the benefits under the
said Act, including maternity leave, nursing breaks, and other
statutory entitlements as prescribed. Your Company has duly
complied with the provisions of the Maternity Benefits Act, 1961,
as amended from time to time. Your Company continuously
strives to maintain a work environment that upholds the rights
and well-being of its women workforce in accordance with
applicable laws.

General

There are no Companies which become or ceased to be your
Company's subsidiaries, joint ventures or associate Companies

during the year. The Company has complied with the provisions
of all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India during the year under review.

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

(i) Details of frauds reported by auditors under sub-section
(12) of section 143 other than those which are reportable to the
Central Government.

(ii) the details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as at the end of the
financial year.

(iii) the details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along
with the reasons thereof.

(iv) There are no significant material orders passed by the
Regulators/ Courts, which would impact the going concern
status of the Company and its future operations.

Acknowledgements

Your Directors wish to place on record their gratitude to
Shareholders for the confidence reposed by them and thank
all the shareholders, customers, dealers, suppliers and other
business associates for their contribution to your Company's
activities. The Directors also wish to place on record their
appreciation of the valuable services rendered by the executives,
staff and workers of the Company.

Your Directors also thank the Central Government and State
Government, the Financial Institutions and Banks for their
support during the year and we look forward to its continuance.

For and on behalf of the Board of Directors

Venkateswarlu Jasti

Place: Hyderabad Chairman & MD

Date: May 13, 2026 DIN: 00278028